LEXINGTON, Ky. — Georgia wide receiver Mohamed Massaquoi stood on the sideline after fumbling for the second time in the fourth quarter against Kentucky and tried to give himself a little pep talk.

"You just have to have a short memory after that," Massaquoi said. "I knew I had to keep my composure."

Massaquoi atoned for the miscues with a 78-yard reception that set up the game-winning touchdown in the 14th-ranked Bulldogs' 42-38 win, a victory that helped keep the preseason No. 1's disappointing fall from teetering on collapse.

"It wasn't a perfect game," said defensive end Demarcus Dobbs, whose interception with 46 seconds left ended Kentucky's last chance at pulling the upset. "It's never going to be a perfect playing in the Southeastern Conference."

The Bulldogs (8-2, 5-2 SEC) were hardly dominant against the inspired Wildcats (6-4, 2-4), but a week after an embarrassing loss to Florida, Georgia coach Mark Richt knew he didn't have room to be picky.

"These kinds of victories aren't so bad," Richt said. "Right now we're 8-2 and have a chance to win a couple more this year, which is an exciting thing."

It's a chance Massaquoi helped provide after a little soul-searching on the bench following his second fumble in a five-minute span gave the Wildcats another opportunity to knock off the Bulldogs for the second time in three years.

Rather than pout, Massaquoi gathered himself and brushed aside the moral support of his teammates.

"I came up to him and was about to say something to him and before I could say something he looked up at me and said 'I'm fine,"' said quarterback Matthew Stafford. "He's such a cool, calm-headed guy. I said 'You're going to have a big one later."'

Stafford didn't hesitate to go back to Massaqoui when the Bulldogs got the ball back at their own 15 with 3:53 remaining. Stafford found Massaqoui sprinting over the middle on first down, and Massaquoi stepped out of a tackle and raced down the sideline before being pushed out of bounds at the Kentucky 7. Stafford hit A.J. Green for an 11-yard score two plays later for the sixth and final lead change of the day.

The touchdown wasn't exactly the way Richt drew it up as Stafford — who threw for a career-high 376 yards — avoided the rush and rolled to his right before finding Green open in the back of the end zone.

"The protection broke down and he started scrambling late and I wasn't real happy there initially," Richt said. "But when I saw the results, I was thinking the kid's a genius."

So, in a way, was Massaquoi, whose mental toughness helped the Bulldogs avoid disaster.

"To (Massaquoi), a chance to redeem himself was such a blessing for that kid," Richt said. "I'm sure he would have forgiven himself one day, but it would have taken a long time."

Instead it's the Wildcats who are left to think about what might have been. Kentucky rallied from a 14-0 deficit behind the play of freshman quarterback Randall Cobb, who guided an offense that ran for 226 yards against the SEC's second-ranked run defense. Cobb ran for 82 yards and three scores, but it was his one miscue that will stick with him.

Trailing by four with less than two minutes to go, Cobb deftly led Kentucky to the Georgia 13 when he tried to flip a screen pass to running back Tony Dixon. The play had worked well — perhaps too well — during the game and Dobbs made a spectacular one-handed grab to seal it for the Bulldogs.

"I just couldn't believe I made that pass," Cobb said. "I saw it was covered and I should have thrown it away, but I have to live with that mistake now. I thought I played pretty well up until I made that pass and it just canceled out everything."

A few years ago playing the Bulldogs to the final seconds would have been a win of sorts for Kentucky. Yet the Wildcats — bowl eligible for the third straight year for the first time since the 1950s — feel they've come too far to settle for moral victories.

"We've won a lot of close games and we just lost a heartbreaking close game," said Kentucky coach Rich Brooks. "It was very, very disappointing."